AMEREN CORP

Our core strategy is driven by the following three pillars, which allow us to capitalize on opportunities to benefit our customers, communities, shareholders, and the environment:

Key announcements, updates, and regulatory outcomes

In June 2023, the MoPSC issued an order that resulted in an increase of $140 million to Ameren Missouri’s annual revenue requirement for electric retail service. The approved revenue requirement was based on infrastructure investments as of December 31, 2022, and included an extension of the depreciable lives of the Sioux Energy Center’s assets from 2028 to 2030. The order did not explicitly specify an ROE, capital structure, or rate base. The order provides for the continued use of the FAC and trackers for pension and postretirement benefits, uncertain income tax positions, certain excess deferred income taxes, and renewable energy standard compliance costs that the MoPSC previously authorized in earlier electric rate orders, as well as the use of an electric property tax tracker. It also includes a tracker for the utilization of production and investment tax credits or proceeds from the sale of such tax credits allowed under the IRA. The order increased the annualized base level of net energy costs pursuant to the FAC by approximately $40 million from the base level established in the MoPSC’s December 2021 electric rate order. The order also changed annualized depreciation, regulatory asset and liability amortization amounts, and the base level of expenses for trackers. On an annualized basis, these changes reflect approximate increases in “Depreciation and amortization” of $90 million and “Other income, net”, of $100 million, related to non-service pension and postretirement benefit income, on Ameren’s and Ameren Missouri’s consolidated statements of income. The new rates became effective on July 9, 2023.

In June 2023, Ameren Missouri filed for CCNs with the MoPSC for four solar generation facilities, including the Split Rail Solar Project (300-MW facility, build-transfer agreement), the Cass County Solar Project (150-MW facility, development-transfer agreement), the Vandalia Solar Project (50-MW facility, self-build), and the Bowling Green Solar Project (50-MW facility, self-build). In February 2024, Ameren Missouri, the MoPSC staff, and the MoOPC filed a nonunanimous stipulation and agreement requesting the MoPSC approve Ameren Missouri’s requests for CCNs for the Split Rail, Vandalia, and Bowling Green solar projects. The stipulation and agreement also requests MoPSC approval of the CCN request for the Cass County Solar Project conditioned upon the facility supporting the Renewable Solutions Program and full subscription of the portion of the program supported by this facility, subject to certain other terms and conditions. The remaining intervenors did not object to the agreement. Ameren Missouri expects a decision by the MoPSC in March 2024. Each project is expected to support Ameren Missouri’s transition to renewable generation and, in addition, the Cass County Solar Project is expected to support Ameren Missouri’s Renewable Solutions Program. In February and April 2023, the MoPSC issued orders approving requested CCNs for the Huck Finn and Boomtown solar projects, respectively.

In August 2023, the MoPSC issued an order approving a nonunanimous stipulation and agreement to extend Ameren Missouri’s MEEIA 2019 program for an additional year through 2024. For 2024, the order approved the establishment of a portfolio of customer energy-efficiency programs and performance incentives that will provide Ameren Missouri an opportunity to earn revenues, including $12 million of performance incentive revenues if Ameren Missouri achieves certain program spending goals. In 2024, Ameren Missouri expects to invest $76 million in energy-efficiency programs. In January 2024, Ameren Missouri filed a proposed customer energy-efficiency plan with the MoPSC under the MEEIA for 2025 through 2027. The proposed plan includes a portfolio of customer energy-efficiency programs, along with the continued use of the MEEIA rider, which allows Ameren Missouri to collect from, or refund to, customers any difference in actual MEEIA program costs and related lost electric margins and the amounts collected from customers. If the plan is approved, Ameren Missouri intends to invest $123 million annually in the proposed customer energy-efficiency programs from 2025 to 2027. In addition, Ameren Missouri requested performance incentives applicable to each plan year to earn revenues by achieving certain customer energy-efficiency savings and target spending goals. If 100% of the goals are achieved, Ameren Missouri would earn performance incentive revenues totaling $56 million over the three-year plan. Ameren Missouri also requested additional performance incentives applicable to each plan year totaling up to $14 million over the three-year plan, if Ameren Missouri exceeds 100% of the goals. Ameren Missouri expects a decision by the MoPSC by October 2024 but cannot predict the ultimate outcome of this regulatory proceeding.

In November 2023, Ameren Missouri petitioned the MoPSC for a financing order to authorize the issuance of securitized utility tariff bonds to finance $519 million of costs related to the planned accelerated retirement of the Rush Island Energy Center, which includes the expected remaining unrecovered net plant balance associated with the facility. Ameren Missouri requested to collect the amounts necessary to repay the bonds over approximately 15 years from the date of bond issuance. In February 2024, the MoPSC staff filed a response to Ameren Missouri’s petition that stated Ameren Missouri’s decision to accelerate the retirement of the Rush Island Energy Center was prudent and largely supported Ameren Missouri’s securitization request. However, the MoPSC staff claimed Ameren Missouri’s prior actions that resulted in the adverse ruling in the NSR and Clean Air Act Litigation discussed in Note 14 – Commitments and Contingencies under Part II, Item 8, of this report, were imprudent and recommended that the impact of those actions on customers be considered in future rate reviews. If Ameren Missouri is not allowed to recover Rush Island Energy Center costs through securitization or if future rate reviews result in revenue reductions based on Ameren Missouri’s prior actions that resulted in the adverse ruling in the NSR and Clean Air Act Litigation, it could have a material adverse effect on the results of operations, financial position, and liquidity of Ameren and Ameren Missouri. Ameren Missouri expects a decision by the MoPSC by the end of June 2024, but cannot predict the ultimate outcome of this regulatory proceeding.

In February 2024, Ameren Missouri filed an update to its Smart Energy Plan with the MoPSC, which includes a five-year capital investment overview with a detailed one-year plan for 2024. The plan is designed to upgrade Ameren Missouri’s electric infrastructure and includes investments that will upgrade the grid and accommodate more renewable energy. Investments under the plan are expected to total approximately $12.4 billion over the five-year period from 2024 through 2028, with expenditures largely recoverable under the PISA. Ameren Missouri’s Smart Energy Plan excludes investments in its natural gas distribution business, as well as removal costs, net of salvage.

In December 2023, the ICC issued an order in Ameren Illinois' MYRP proceeding, approving base rates for electric distribution services for 2024 through 2027 and rejecting Ameren Illinois' Grid Plan, which was addressed as part of the MYRP proceeding. Rate changes consistent with the order became effective in January 2024. The ICC concluded that the proposed Grid Plan did not meet certain statutory requirements and directed Ameren Illinois to file a revised Grid Plan within three months. Ameren Illinois expects to file a revised Grid Plan with the ICC in March 2024, and also expects to file a request to update the associated MYRP revenue requirements for 2024 through 2027 in the first half of 2024. The December 2023 order adopted an alternative methodology to establish a rate base and revenue requirements for the years 2024 through 2027, using the 2022 year-end rate base approved by the ICC in its 2022 electric distribution service revenue requirement reconciliation adjustment order discussed below. This rate base will remain in effect through 2027, unless subsequently changed by the ICC in the rehearing discussed below or if approval of a revised Grid Plan results in an update of each year’s revenue requirement.

In January 2024, Ameren Illinois filed a request for rehearing of the ICC's December 2023 order. The filing contended that the use of the 2022 year-end rate base for each year of the MYRP, until a revised Grid Plan is approved, is unlawful and not in compliance with the CEJA. In addition, the filing requested the ICC revise the order to include an allowed ROE of at least 9.82% for each year of the MYRP and include a base level of investments to maintain grid reliability in each year of the MYRP, among other things. In January 2024, the ICC partially denied Ameren Illinois’ rehearing request by denying Ameren Illinois’ request regarding the allowed ROE, and granting Ameren Illinois’ request to consider whether it is appropriate to use the 2022 year-end rate base for each year of the MYRP and to include a base level of investments to maintain grid reliability in each year of the MYRP. Additionally, the scope of the rehearing will include a review of certain operations and maintenance expenses in each year of the MYRP. In February 2024, Ameren Illinois filed its request in the rehearing proceeding, which proposed updated revenue requirements and annual rate base amounts to reflect a base level of investments to maintain grid reliability for 2024 through 2027. An ICC decision in this rehearing is expected by late June 2024. Also, in January 2024, Ameren Illinois filed an appeal of the December 2023 ICC order and the partial denial of Ameren Illinois’ request for rehearing to the Illinois Appellate Court for the Fifth Judicial District. The court is under no deadline to address the appeal. Ameren Illinois cannot predict the ultimate outcome of the revised Grid Plan filing, its request to update the associated MYRP revenue requirements for 2024 through 2027, the rehearing proceeding, or the appeal to the Illinois Appellate Court for the Fifth Judicial District.

The following table presents the approved revenue requirements, ROE, capital structure common equity percentage, and annual rate base in the ICC’s December 2023 order, as well as the proposed revenue requirements and annual rate base amounts in Ameren Illinois’ February 2024 rehearing request filing:

(a)The ROE is under appeal as discussed above.

The approved revenue requirements in the ICC’s December 2023 order represent a cumulative increase of $142 million compared to a cumulative increase of $444 million requested by Ameren Illinois in its revised September 2023 MYRP filing. The ICC’s December 2023 order did not utilize a phase-in provision that is permitted by the CEJA for any initial rate increase.

In November 2023, the ICC issued an order approving Ameren Illinois’ 2022 electric distribution service revenue requirement reconciliation adjustment filing. This order approved a reconciliation adjustment of $110 million, which reflected Ameren Illinois’ actual 2022 recoverable costs, year-end rate base of $3.9 billion, and a capital structure composed of 50%common equity. The approved reconciliation adjustment will be collected from customers in 2024. In addition, Ameren Illinois will file its 2023 electric distribution service revenue requirement reconciliation with the ICC by May 2024, which will reflect its 2023 year-end rate base. The 2023 reconciliation adjustment, if approved by the ICC, will be collected from customers in 2025.

In November 2023, the ICC issued an order in Ameren Illinois’ January 2023 natural gas delivery service regulatory rate review, which resulted in an increase to its annual revenues for natural gas delivery service of $112 million based on a 9.44% allowed ROE, a capital structure composed of 50% common equity, and a rate base of approximately $2.85 billion. The order reflected a reduction of approximately $93 million of planned distribution and transmission capital investments included in Ameren Illinois’ requested revenue increase, which used a 2024 future test year. The new rates became effective on November 28, 2023. In December 2023, Ameren Illinois filed a request for rehearing of the ICC's November 2023 order. The filing requested the ICC revise the order to include an allowed ROE of at least 9.89%, a capital structure composed of 52% common equity, and a reversal of the approximately $93 million reduction of planned distribution and transmission capital investments included in the order, among other things. In January 2024, the ICC denied Ameren Illinois’ rehearing request. Subsequently, in January 2024, Ameren Illinois filed an appeal of the November 2023 ICC order and the January 2024 ICC denial of Ameren Illinois’ request for rehearing to the Illinois Appellate Court for the Fifth Judicial District. The court is under no deadline to address the appeal. Ameren Illinois cannot predict the ultimate outcome of this appeal.

In November 2023, the ICC issued an order in Ameren Illinois’ annual update filing that approved electric customer energy-efficiency rates of $100 million beginning in January 2024, which represents an increase of $24 million from 2023 rates. The order was based on a projected 2024 year-end rate base of$394 million.

In 2021, the MISO issued a report outlining a preliminary long-range transmission planning roadmap of projects through 2039, which considers the rapidly changing generation mix within MISO resulting from significant additions of renewable generation, actual and expected generation plant closures, and state mandates or goals for clean energy or carbon emissions reductions. In July 2022, the MISO approved the first tranche of projects under the first phase of the roadmap. A portion of these projects were assigned to various utilities, of which Ameren was awarded projects that are estimated to cost approximately $1.8 billion, based on the MISO’s cost estimate. Related to these projects, Ameren expects to begin substation upgrades in 2024 in advance of transmission line construction, which is expected to begin in 2026, with forecasted completion dates near the end of this decade. In 2022 and 2023, the MISO initiated requests for proposals for first tranche competitive bid projects. In October and November 2023, first tranche competitive bid projects were awarded to ATXI and represent a total estimated investment of approximately $0.1 billion. The remaining competitive-bid project is estimated by the MISO to cost approximately $0.6 billion and is expected to be awarded by mid-2024. In February 2024, Ameren Illinois and ATXI filed a request for a CCN with the ICC related to the portion of the MISO long-range transmission projects discussed above that are expected to be constructed within the ICC’s jurisdiction. A decision by the ICC is expected by February 2025.

In February 2023, Ameren’s board of directors increased the quarterly common stock dividend to 63 cents per share, resulting in an annualized equivalent dividend rate of $2.52 per share. In February 2024, Ameren’s board of directors increased the quarterly common stock dividend to 67 cents per share, resulting in an annualized equivalent dividend rate of $2.68 per share.

For further information on the matters discussed above, see Note 2 – Rate and Regulatory Matters under Part II, Item 8, of this report, and the Outlook section below.

Earnings

Net income attributable to Ameren common shareholders was $1,152 million, or $4.38 per diluted share, for 2023, and $1,074 million, or $4.14 per diluted share, for 2022. Net income was favorably affected in 2023, compared with 2022, by increased infrastructure investments across all business segments and a higher recognized ROE at Ameren Illinois Electric Distribution as well as increased base rate revenues at Ameren Missouri pursuant to the June 2023 MoPSC electric rate order. Earnings were also favorably affected by decreased other operations and maintenance expenses not subject to formula rates, riders, or trackers, including an increase in the cash surrender value of COLI, at Ameren Missouri and Ameren Illinois Natural Gas. Net income was unfavorably affected in 2023, compared with 2022, by decreased retail sales at Ameren Missouri and Ameren Illinois Natural Gas, primarily due to milder winter and summer temperatures. In addition, lower retail sales volumes, excluding the estimated effects of weather, decreased net income at Ameren Missouri in 2023, compared with 2022. Earnings in 2023, compared to 2022, were also unfavorably affected by increased financing costs at Ameren (parent), Ameren Missouri, and Ameren Illinois Natural Gas, primarily due to higher interest rates on increased levels of short-term borrowings at Ameren (parent), and higher long-term debt balances and higher interest rates on short-term borrowings and long-term debt, partially offset by higher levels of allowance for funds used during construction, at Ameren Missouri and Ameren Illinois Natural Gas.

Liquidity

At December 31, 2023, Ameren, on a consolidated basis, had available liquidity in the form of cash on hand and amounts available under the Credit Agreements of $2.1 billion.

Ameren has an ATM program under which Ameren may offer and sell from time to time common stock, which includes the ability to enter into forward sale agreements, subject to market conditions and other factors. As of December 31, 2023, Ameren had approximately $770 million of common stock available for sale under the ATM program, which takes into account the forward sale agreements in effect as of December 31, 2023. For information regarding long-term debt issuances and maturities, common stock issuances, and outstanding forward sale agreements entered into under the ATM program through the date of this report, see Note 5 – Long-term Debt and Equity Financings under Part II, Item 8, of this report.

Ameren remains focused on strategic capital allocation. The following chart presents 2023 capital expenditures by segment and the midpoint of projected cumulative capital expenditures for 2024 through 2028 by segment:

For 2024 through 2028, Ameren’s cumulative capital expenditures are projected to range from $21.0 billion to $22.8 billion. The following table presents the range of projected spending by segment:

(a)Amounts include $3.3 billion of renewable generation investments and $2.7 billion of dispatchable generation investments, which includes $0.9 billion related to coal-fired generation, through 2028, consistent with Ameren Missouri’s 2023 IRP.

(b)Amounts include investments necessary to meet compliance requirements of the CEJA, while continuing to ensure safe and adequate service is maintained. Ameren Illinois’ estimates may be revised as a result of future ICC orders related to its MYRP.